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  4. [8-K] Extra Space Storage Inc. Reports Material Event

Extra Space Storage (NYSE: EXR) sells $550M 4.900% senior notes maturing 2032

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Extra Space Storage LP, a subsidiary of Extra Space Storage Inc., completed an underwritten public offering of $550,000,000 aggregate principal amount of its 4.900% senior notes due February 1, 2032.

The notes are senior unsecured obligations, fully and unconditionally guaranteed by Extra Space Storage Inc. and two affiliated business trusts. They were issued under an existing indenture and a sixteenth supplemental indenture that add restrictive covenants, including limits on additional indebtedness and a requirement to maintain a pool of unencumbered assets. The notes priced at 99.702% of principal, bear 4.900% annual interest, and pay interest semiannually on February 1 and August 1, beginning February 1, 2027. The notes were sold off an effective shelf registration statement using a base prospectus and a June 24, 2026 prospectus supplement.

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Insights

Extra Space raises $550M via 4.900% unsecured notes due 2032.

Extra Space Storage LP has added $550,000,000 of 4.900% senior unsecured notes maturing on February 1, 2032. The notes are guaranteed by Extra Space Storage Inc. and two affiliated trusts, reinforcing creditor support across the group structure.

The debt sits pari passu with other senior unsecured obligations but is structurally subordinated to mortgage and other secured debt and to liabilities at subsidiaries and equity-method investees. The indenture includes covenants limiting additional indebtedness and requiring a pool of unencumbered assets, which aim to protect noteholders.

The notes priced at 99.702% of principal and pay 4.900% interest semiannually starting February 1, 2027. Actual balance-sheet impact will depend on how the company allocates proceeds, which is not detailed here; subsequent filings may provide more visibility on leverage and refinancing strategy.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Senior notes offering size $550,000,000 aggregate principal amount 4.900% Senior Notes due 2032
Coupon rate 4.900% per annum Interest rate on senior notes
Maturity date February 1, 2032 Senior notes due date
Interest payment dates February 1 and August 1 each year Beginning February 1, 2027
Public offering price 99.702% of principal amount Issue price of the notes
Shelf registration date April 15, 2024 Registration statement for the notes
Prospectus supplement date June 24, 2026 Prospectus supplement for the offering
Indenture financial
"The terms of the Notes are governed by an indenture, dated as of May 11, 2021"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"completed an underwritten public offering of $550,000,000 aggregate principal amount of its 4.900% Senior Notes due 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
unencumbered assets financial
"including limitations on the ability of the Issuer and its subsidiaries to incur additional indebtedness and requirements to maintain a pool of unencumbered assets"
shelf registration statement regulatory
"The Notes were offered pursuant to an effective shelf registration statement originally filed with the Securities and Exchange Commission"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"and a prospectus supplement, dated June 24, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What did Extra Space Storage Inc. (EXR) announce about new debt financing?
Extra Space Storage LP completed an underwritten public offering of $550,000,000 aggregate principal amount of 4.900% senior notes due February 1, 2032. The notes are senior unsecured obligations of the partnership and are fully and unconditionally guaranteed by Extra Space Storage Inc. and two affiliated business trusts.

What are the key terms of Extra Space Storage’s 4.900% senior notes due 2032?
The notes have a 4.900% annual interest rate and mature on February 1, 2032. Interest is payable semiannually on February 1 and August 1, starting February 1, 2027. They are senior unsecured obligations ranking equally with other senior unsecured indebtedness of Extra Space Storage LP.

How were Extra Space Storage’s new senior notes priced and offered?
The notes were sold in an underwritten public offering at 99.702% of their principal amount. They were issued under an effective shelf registration statement using a base prospectus dated April 15, 2024 and a prospectus supplement dated June 24, 2026 filed under Rule 424(b).

Who guarantees Extra Space Storage LP’s 4.900% senior notes due 2032?
The notes are fully and unconditionally guaranteed by Extra Space Storage Inc., ESS Holdings Business Trust I, and ESS Holdings Business Trust II. These guarantors support the notes under an indenture and a sixteenth supplemental indenture, which together govern the terms and creditor protections.

What covenants apply to Extra Space Storage’s new 2032 senior notes?
The indenture includes restrictive covenants limiting the issuer and its subsidiaries’ ability to incur additional indebtedness and requiring maintenance of a pool of unencumbered assets. These provisions are designed to provide structural protections for holders of the 4.900% senior notes due 2032.

How do the new Extra Space Storage notes rank relative to other obligations?
The notes rank equally with all existing and future senior unsecured indebtedness of Extra Space Storage LP. They are structurally subordinated to the issuer’s mortgage and other secured debt, to all liabilities of its subsidiaries and equity-method investees, and to preferred equity not owned by the issuer.

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Understanding 8-K Material Events →
false 0001289490 0001289490 2026-07-06 2026-07-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

July 6, 2026

(Date of Report (Date of Earliest Event Reported))

 

 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-32269   20-1076777
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification Number)

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

(801) 365-4600

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934

 

Title of each class

  

Trading symbol

  

Name of each exchange
on which registered

Common Stock, $0.01 par value   EXR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 6, 2026, Extra Space Storage LP (the “Issuer”), a Delaware limited partnership and subsidiary of Extra Space Storage Inc. (the “Company”), completed an underwritten public offering of $550,000,000 aggregate principal amount of its 4.900% Senior Notes due 2032 (the “Notes”).

The Notes are fully and unconditionally guaranteed (the “Guarantee”) by the Company, ESS Holdings Business Trust I, a Massachusetts business trust (“EHBT I”), and ESS Holdings Business Trust II, a Massachusetts business trust (“EHBT II” and, together with EHBT I and the Company, the “Guarantors”). The terms of the Notes are governed by an indenture, dated as of May 11, 2021 (the “Base Indenture”), by and among the Issuer, the Guarantors and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a sixteenth supplemental indenture, dated as of July 6, 2026 (the “Sixteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Issuer, the Guarantors and the Trustee. The Indenture contains various restrictive covenants, including limitations on the ability of the Issuer and its subsidiaries to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the Base Indenture and the Sixteenth Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

The public offering price for the Notes was 99.702% of the principal amount thereof. The Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment with all of the Issuer’s other existing and future senior unsecured indebtedness. However, the Notes are structurally subordinated in right of payment to all of the Issuer’s existing and future mortgage indebtedness and other secured indebtedness (to the extent of the collateral securing the same) and to all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer’s subsidiaries and of any entity the Issuer accounts for using the equity method of accounting and to all preferred equity not owned by the Issuer, if any, in its subsidiaries and of any entity the Issuer accounts for using the equity method of accounting. The Notes bear interest at 4.900% per annum. Interest is payable on February 1 and August 1 of each year, beginning February 1, 2027, until the maturity date of February 1, 2032.

The Issuer may redeem the Notes in whole at any time or in part from time to time, at the Issuer’s option and sole discretion, at a redemption price equal to the greater of:

 

  •  

100% of the principal amount of the Notes being redeemed; and

 

  •  

a make-whole premium calculated in accordance with the Indenture;

plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date.

Notwithstanding the foregoing, on or after January 1, 2032 (one month prior to the maturity date of the Notes), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

 

  •  

default for 30 days in the payment of any installment of interest under the Notes;

 

  •  

default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes due and payable; provided, however, that a valid extension of the maturity of the Notes in accordance with the terms of the Indenture shall not constitute a default in the payment of principal;

 

  •  

failure by the Issuer or any of the Guarantors to comply with any of the Issuer’s or the Guarantors’ respective other agreements in the Notes or the Indenture with respect to the Notes upon receipt by the Issuer of notice of such default by the Trustee or by holders of not less than 25% in aggregate principal amount of the Notes then outstanding and our failure to cure (or obtain a waiver of) such default within 60 days after it receives such notice;

 

2

  •  

failure to pay any debt (other than non-recourse debt) for monies borrowed by the Issuer, any Guarantor or any of their respective Significant Subsidiaries (as defined in the Indenture) in an outstanding principal amount in excess of $100.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which debt (other than non-recourse debt) is, or has become, the primary obligation of the Issuer or such Guarantor and is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from holders of at least twenty five percent (25%) in principal amount of the outstanding Notes); and

 

  •  

certain events in bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer, any Guarantor, or any Significant Subsidiary or all or substantially all of their respective property.

The description of the Indenture in this Current Report on Form 8-K is a summary and is qualified in its entirety by the full text of the Indenture. The Notes were offered pursuant to an effective shelf registration statement originally filed with the Securities and Exchange Commission on April 15, 2024 (Registration No. 333-278690), as amended, a base prospectus included therein, dated April 15, 2024, and a prospectus supplement, dated June 24, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of the Issuer’s counsel, Latham & Watkins LLP, regarding the validity of the Notes and related Guarantee, as Exhibit 5.2 to this Current Report on Form 8-K an opinion of the Company’s counsel, Venable LLP, regarding certain Maryland law issues, and as Exhibit 5.3 to this Current Report on Form 8-K an opinion of EHBT I and EHBT II’s counsel, Verrill Dana LLP, regarding certain Massachusetts law issues.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

 4.1    Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Extra Space Storage Inc. on May 11, 2021).
 4.2    Sixteenth Supplemental Indenture, dated as of July 6, 2026, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.
 5.1    Opinion of Latham & Watkins LLP.
 5.2    Opinion of Venable LLP.
 5.3    Opinion of Verrill Dana LLP.
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2    Consent of Venable LLP (included in Exhibit 5.2).
23.3    Consent of Verrill Dana LLP (included in Exhibit 5.3).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EXTRA SPACE STORAGE INC.
Date: July 6, 2026     By  

/s/ Gwyn McNeal

    Name:   Gwyn McNeal
    Title:   Executive Vice President and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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